A New Threat
by R. O. Knight
Summary: The story is set Post-Amazing Spider-Man the latest film . Peter decided to break his promise to Captain Stacy, but when a new threat emerges in the city of Manhattan, and puts Gwen's life in danger. Peter will re-think his decision.
1. The Beginning

**Author's Note: I posted this story a couple of days ago, but then I decided to retool the format a little bit. The reason being that I wanted to make sure this little venture did not become a headache, and remained as much fun as it currently is. So, from this point on the chapters will be about the same length as this first chapter.**

**As always, I encourage each and everyone of you guys to review or comment on each chapter. That way I know I'm doing a good job, and that you guys are still interested in the story. Thanks Again, and Happy Reading!  
**

Every seat in Oscorp's main conference room was occupied this day. In the air there lingered a feeling of anticipation, and for good reason. Today marked a momentous occasion in the company's long history.

A man in a dark blue suit stood at the head of the long conference table. There is not a lot known about this particular man, who everyone calls _Mr. Starr_. Everyone at Oscorp knew only two things for certain about the mysterious man: 1.) That he was Norman Osborne's right-hand, and 2.) That it was most unwise to cross Mr. Starr.

But none of that really mattered. Not today anyway. This particular meeting of Oscorps' Division heads was to be centered on someone even more impressive than he.

Everyone in attendance sat listening as Mr. Starr went through the usual opening graces and pleasantries associated with a meeting of this type. It's basically the same boring nonsense they've all heard a thousand times at these gatherings, but no one would dare to speak out against it or Mr. Starr.

"And now…" Mr. Starr said at long last. "On behalf of Mr. Osborn himself, I would like to introduce Oscorp's newest partner." Everyone sitting at the table sat up straighter than before in anticipation of finally meeting their guest of honor.

"Dr. Otto Octavius."

The doors at the head of the room opened wide. A tall lean-looking man stepped through them. He was clean-cut in appearance. He wore a light colored suit and dark shades over his eyes. His hair was brown and neatly cropped to fit the shape of his head. His mere presence gave off an air of power and intelligence.

Everyone clapped excitedly as the man shook hands with Mr. Starr, who then proceeded to take a place near the back of the room. Octavius then approached the head of the table.

He smiled, and then gave a slight bow before his peers. Then he removed his sunglasses, and stowed them in his coat pocket. "Thank you all, and thank _you_ Mr. Starr." He says humbly. Mr. Starr only nodded, his face rather expressionless, and then motioned for Octavius to continue.

"I'd like to start by saying how excited I am at having the opportunity to work with all of you. It is truly an honor to be here. _You_ are some of the world's brightest minds." Octavius began. A slight glimmer was visible in his eyes as he spoke. "I see great things in store for this company. Great things indeed." He continued.

Every person who sat at the long table seemed to hang on Octavius' every word. Octavius spoke with such gusto and conviction that it was hard not to believe every word that crossed his lips.

"I see a company with the potential to ultimately change the world…for the better. I see a future where our research benefits all mankind for millennia to come."

Several people leaned forward in their seats, eagerly absorbing every word of Octavius' speech. "Some would have you believe that such visions of utopia are nothing more than mere fantasy, but I say together…_We_ can make that fantasy into a _reality_."

Everyone in the room stood and clapped for the tall man who stood at the head of the table. His words alone have renewed their vigor, and filled them with a passion that many of them have not known for some time.

At the back of the room Mr. Starr stood staring intently at the clean-cut man just recently hired to Oscorp by his boss—Norman Osborne. He held just the tiniest trace of a sneer on his face. If only the rest of them knew the things that this man knew.

* * *

Six Years Later…

Peter Parker glanced down at his cell phone. _9:20 am._ He was late, again, and he was sure that he'd be shot for it this time.

He quickly dashed for the edge of the rooftop he stood on, and upon reaching the edge raised his arm into the air. He clenched a fist and a line of web burst forth from his wrist-mounted web shooters.

He expertly pulled himself around a narrow corner, and landed against the side of an apartment building just a block away from Midtown High. He could clearly see the huge brick building looming just out of his reach.

_Gwen's gonna kill me for sure this time._

He pulled himself through the air once more using web line after web line until he finally landed, with a thud, atop the Midtown High school building moments later. "Finally, just-"

The bell signaling the start of second period rang out across the schoolyard, and at once Peter let out a defeated groan. He let his shoulders slump forward a bit, and gave a slight shake of his head. "-Made it…so close." He says aloud with a groan.

_I'm toast._

Moments later Peter slinked quietly into Mr. Kraczinski's Biology class, books in hand, hoping to go unnoticed by the usually grumpy teacher.

He was nearly there, and could see the beautiful face of his girlfriend, Gwen Stacy, twisted up into a scowl of sorts. Then the sudden sound of a throat clearing froze him in his tracks.

"Mr. Parker." The familiar, raspy voice sounded across the room. "Late again are we?"

Peter turned around slowly, and gave the teacher a sheepish look. "Sorry, Mr. Kraczinski. Won't happen again, I promise." Peter tried.

"Hmph." The teacher scoffed lightly, with an arched brow. "I've heard that one before." He grumbled. "Very well then. Please, take your seat Mr. Parker, so we can begin."

"Yes sir." Peter said with a nod. He turned around, and made a quick beeline for the desk directly behind Gwen's near the center of the room.

"You're late." Gwen whispered out of the corner of her mouth as he took his seat behind her.

"Sorry." He whispered apologetically. "Long story. I'll explain later."

"Let me guess," Gwen said, shifting her weight to one side. "A job for Spider-Man no doubt."

"Well, _Superman_ _was_ running a little late." Peter replied, with a smirk. Gwen rolled her eyes at her boyfriend.

"Whatever." She retorted, and then turned her attention back to the lesson that their teacher had just started into.

Peter started to open his textbook to the page indicated by the scribblings on the blackboard, but then something popped him in the side of the head.

He looked up in the direction of the barely audible snickering that followed, and unsurprisingly found Flash Thompson staring back at him with a ridiculously goofy expression painted across his face.

"What!" Flash threw back with a grin. His smile never faded from his lips. "You got a problem Parker!"

Peter started to answer Flash's taunt, but Gwen intervened before he could get too far into it. "Just ignore him." Gwen whispered back to Peter.

"Easier said than done." Peter replied quietly, as he turned his head back to the blackboard. This was just the beginning of another day in the life of Peter Parker.

* * *

Meanwhile, across town a secret meeting was taking place between the head of Oscorp himself, Norman Osborne, and his chief executive Mr. Starr.

The penthouse suite that occupied the top two floors of the Oscorp Tower, was a place rarely seen by anyone outside the Osborne family. Thus far, Mr. Starr was the only outsider allowed access.

Norman Osborne stood behind a dressing screen in the master bedroom portion of the suite. "Status report, Mr. Starr." Norman called from behind the screen.

Mr. Starr stood in the room with his back turned to the screen. "We're ahead of schedule, Sir." The man in the dark blue suit replied evenly. "Nearly everyone on the guest list has RSVP'd for the opening tomorrow evening."

"Nearly everyone?" Norman questions, his figure behind the screen seeming frozen in place momentarily.

"Yes sir."

"Someone has declined my invitation?" Norman questioned his assistant further.

"The Keller's have declined, and so has Dr. Monroe." Mr. Starr reported. "Mr. Keller did send his apologies, however. Claimed he had to attend his daughter's wedding in Maine."

"Wedding indeed." Norman scoffed, as he reached for a coat that hung from a knob on the wall behind the screen. "What about Monroe? What was his excuse?"

"He gave no excuse, Sir." Mr. Starr replied.

"I see," Norman replied under his breath. Norman Osborne finally stepped out from behind his dressing screen, and stood facing Mr. Starr directly.

Norman Osborne held himself well in the presence of others, but the tiniest creases in his features betrayed the underlying illness, which he made every effort to keep hidden.

"How are you feeling this morning?" Mr. Starr asked, and for once his voice seemed to soften just so.

Norman gave just the slightest of sighs. "Like I'm running out of time." He replied, with a shake of his head. "And this…Expo, is just a waste of what's left." He added. There was the slightest sag visible in Norman's shoulders as he stood before Mr. Starr.

"We are so close to a cure, Sir." Mr. Starr replied. "But the board of directors…they're threatening everything we've worked for."

"Yes, I know." Norman replied in agreement.

"The Oscorp Expo is a way of restoring their faith in us…in _You_. We need their funding if our research is to continue. The Expo will ensure their continued support." Mr. Starr explained.

"I hope you are right." Norman told Mr. Starr.

"When have I ever been wrong?" Mr. Starr replied with a slight smirk.

...TBC...


	2. Strange Encounter

The next time Peter saw Gwen, after Kraczinski's class, was during lunch period. They always sat together at one of the tables near the center of the large room, and were usually the only ones to occupy said table.

Peter was already sitting down when Gwen walked up, lunch in hand, and took the seat directly across from his. "Hey," Peter greets the gorgeous blond with a smile. "How was Calcu-?"

"Spill." She said commandingly as she plopped down into her usual seat.

Peter was thrown a little off guard by her tone, but then quickly recovered himself. "_Good to see you too Pete. Calculus was wonderful_." Peter jokes in a mocking-tone.

"Seriously." Gwen said, rolling her eyes at her boyfriend. "You're not that funny."

Peter laughed nervously, and then stuck his fork deep into one of the meatballs nestled within the plate of spaghetti that set before him. He could hear it in her voice, and she made no effort to hide it from him.

"You missed first period, and you were late for second period." Gwen pointed out immediately. "You could have called, or-or at least texted me. Where were you? I was so worried."

Peter didn't make eye contact—at least not at first. Instead he continued to poke and prod at the meatballs in his plate of spaghetti. "Look, Gwen, I'm sorry. I really am." Peter said apologetically. "I wasn't trying to scare you, I promise. I guess I got a little sidetracked." He finally looked up at her.

Gwen sighed. "I'm just glad you're alright." Her voice was soft then, and her brow was creased with an expression of tender concern. "So what happened?" she asked, settling back a little then.

Peter straightened up, and looked around quickly to make sure that no one else was eavesdropping on their conversation before continuing. "It was the weirdest thing." Peter began. "And I'm not really sure, _yet_, what to make of it."

Gwen scrunched up her nose in confusion, and Peter couldn't help but grin at how cute she looked. "What do you mean?" Gwen asked.

Peter took a deep breath, and collected his thoughts before trying to explain the morning's events to her. "Well, I was headed for the bus stop this morning when I caught something on my police scanner-"

Gwen cut him off mid-sentence. "Wait, you were listening to your scanner in public?" They both knew that he could get into some serious trouble if anyone ever caught him doing anything that might cause his dual identity to be discovered.

"I-" Peter stammered, searching for the right response with which to defend himself to her, but nothing came-at least nothing good anyway. "It's a long walk." That was the excuse he settled on. Gwen arched a brow at Peter.

"Anyway, so I overheard a call for back-up over the scanner. It sounded pretty big, so I decided to tag along." Peter continued with his story between bites of his spaghetti—which incidentally was not all that great to be honest.

* * *

"_This is Officer Harris requesting assistance from any available cars within immediate reach of the Eastside Docks. We have a break-in at a storage facility here and are in need of back-up. Suspect is armed and considered extremely dangerous." The voice on the police scanner is saying._

_Peter quickly ducks headfirst into a dark alleyway at the far end of the street he'd been traveling on. His heart is pounding loudly in his ears, as a surge of adrenaline begins pumping through his veins._

_As he runs be pulls his backpack around to his front, and quickly retrieves his mask from within its confines. Then he quickly strips away his hoodie and stuffs the article of clothing into his backpack. Next he leaps up onto the wall at the end of the alleyway. _

_As he crawls upwards he slips out of his blue jeans, and stows them inside his backpack as well. Seconds later he finally emerges from the shadows and pulls himself up onto the rooftop of the building._

_He hides his backpack behind a nearby AC Unit, and then dashes for the edge of the rooftop. He just manages to finally pull his mask down over his face just before his feet leave the ground (so to speak), and send him soaring through the air._

Eastside Docks. That's not too far from here._ He thinks to himself as he shoots a web line from his web shooter. It attaches itself to the side of a nearby building, and Peter uses his own momentum to propel himself even further across the city's skyline._

_Moments later, the teenage webslinger finally arrives on the scene. His ears are greeted by the sounds of squad car sirens and flashing lights as other officers are also still arriving on the scene._

_The Unitard-clad hero lands atop a nearby building, and watches the scene unfolding below him. He watches as police officers scramble left and right across the way attempting to get into positions of tactical relevance._

_The strip of real estate before them is laid out in a grid-like pattern of warehouses and storage facilities, all crisscrossing this way and that._

_Spider-Man's keen sense of sight spots the center of the whole disturbance with very little effort. All of the commotion seems to be emanating from a single large, warehouse-type building near the center of the lot. _

_Several heavily armed officers are beginning to make their way towards the building when a large object suddenly comes hurling out of a side window directly at them. They all duck to the sides, narrowly avoiding being hit by the object._

"_Guess that's my cue." Peter says aloud. He raises his arm and fires a lone web line across the way, and with that swings down to join in the fray._

_Peter swings overhead above several of the other officers, aiming for the row of halted officers just ahead. As he swings by his eyes catch sight of another large object hurling out from the direction of the large warehouse, and it is headed straight for the row of officers. "Uh oh. Come on Spidey. Gotta think fast!" Peter says aloud as he sees the oncoming object nearing its targets._

_Peter soars over the heads of the officers, and quickly spots two light posts on opposite sides of the strip. At that moment an instant idea pops into his head. _Hope this works.

"_Heads up!" Peter shouts as he quickly shoots two web lines to each of the two posts. As soon as they connect he pulls each set of lines towards each other in mid-air. He then quickly binds them together in the middle to form a single, super elastic band of sorts._

_Peter hits the ground, ducking his head down, just as the object hits the web barrier, and eventually sticks to it and holds. _Whew, that was close._ Peter breathes a sigh of relief at having avoided one disaster._

_When he looks up at the object he notices that it is a metal crate with faded green lettering on one side. He finds that the letters on the crate are far too faded to read without some kind of assistance (even for his enhanced eyesight). Nestled beneath the lettering, however, the logo is simply unmistakable. Peter knows it all too well as the Oscorp logo._

_Peter looks over his shoulder at the other officers, and gives them a thumbs-up. "I think maybe you guys should hang back here." He says. "This one might be a little out of your league. No offense."_

_One of the officers nods at Peter. "You'll get no argument here Spidey." the officer replies._

"_Alright, here goes nothing." Peter says as he fires a web line from one of his shooters. He pulls himself up on top of the large warehouse building, and then moves up to a broken window near the very top. All along the sides of the building are big, gaping holes where debris has been flung straight through the walls—even though the big, main double doors were left standing wide open._

"_Whoever's in there is sure making a mess of this place." Peter remarked to himself aloud. "And he…or she, I guess, is definitely packing some serious power."_

_Peter fixes a web line to a protruding ventilation pipe, and then slowly begins to lower himself down through the broken window. The inside of the warehouse is relatively dark, with patches of light streaming in through the many holes and cracks now littering its huge, metal frame._

"_Yoo Hoo. Anyone home!" Peter calls into the darkness as he hung upside down from his web line. "Lucy, you got some esplainin' to do!" Peter called once again. He laughs internally at himself for his humorous reference to a 1950s television show. _

_Peter soon spots an unarmed police officer cowering off in a far corner. "You alright Officer?" Peter calls to the man. The man does not respond._

"_Leave this place at once!" a deep, raspy voice bellows from within the shadows. _

"_No can do Mr. Creepy, disembodied voice." Peter quips as his eyes search the darkness for the source of the voice. He turns up nothing in his visual search of the warehouse interior._

"_You have no business being here!" the raspy voice bellows out once again._

"_Actually, I kinda do." Peter replies. "See, I'm the good guy. I even have the costume and everything. You, well you're obviously the bad guy. You see where this is going right?"_

_There is a brief silence._

"_Question is…do you!" the voice booms across the warehouse._

_Something long, and shiny cuts through the shadows heading directly for Peter. His spider sense goes off alerting him to the impending danger, but he can't react quickly enough. The object tears through the web line that Peter is hanging from._

"_WHOOOAAA!" Peter spirals downward towards the ground, seemingly out of control, and he tries to fire a web line from his shooters, but its too late. He slams hard into a stack of crates, and then tumbles downward to finally come to a rest, flat on his face on the hard floor._

_After a second, Peter pulls himself up onto his feet, and dusts himself off. "That could've gone better." He remarks to himself. "That was a cheap shot you know!" Peter calls out to the creepy voice from before._

"_I'll give you one more chance…to leave." The raspy voice calls out to Peter. "I know all about you, Spider-Man. My quarrel is not with you, and you would do well to keep out of my way."_

"_Okay, really. What part of the whole hero/good guy concept are you not getting?" Peter quips as he turns in a slow circle where he stands._

"_You've made your choice then?" the raspy voice asks from the shadows. _

"_Yeah, pretty much." Peter responds._

_The raspy voiced person gives a low grunt at Peter's response. "So be it." He says with a hiss._

_There is a metallic slicing sound that cuts through the air almost immediately, and fills the warehouse around Peter. Peter's spider sense alerts him to danger once again, and this time he's ready. _

_Peter sprints forward a couple of steps, and then leaps into a tall stack of crates nearby. He bounces off the stack of crates, and then quickly shoots a web line towards the ceiling and yanks himself out of the immediate danger zone._

"_Aw, man," Peter quips as he lowers himself back down towards the towering stacks of crates. "Your aim is just terrible."_

_The raspy voice issues a low chuckle at Peter's acrobatic skill. "You're quick." The voice comments admirably. "But perhaps not quick enough I think."_

"_Hunh?" _

_Suddenly the long, metallic object cuts through the shadows once again, and heads directly at Peter. Peter sees it coming though, and breaks away from his web line. He lands atop a stack of crates, with relative ease, and then stands up once again ready to mock the creepy person's poor aim._

_Suddenly his spider sense goes off again, and this time the danger is coming from behind him. Peter tries to spin around to react, but the metallic object is far too fast and strikes him before he even realizes just how close it really is._

_The object really only grazes Peter's shoulder, but still the force of the impact is enough to send the hero sprawling forward into another separate stack of crates, and then down to the floor._

_The next thing Peter knew he was being shaken by a man in a blue uniform—a police officer. "Spider-Man, you alright man?" the uniformed officer was asking with a slight twinge of worry in his voice._

_Peter accepts an outstretched hand, and was soon back on his feet once again. "Did anyone get the number of that train?" he asked, still somewhat dazed._

"_You must've taken quite the hit back there." The officer comments, as he surveys the costumed hero._

"_I guess." Peter says, rubbing a sore spot on the side of his head. "Wait! What happened?" he says, suddenly realizing that he had been knocked unconscious._

_The uniformed officer shakes his head at the web-slinger. "Beats me." He replies. "Jonesy's still to shook up by the whole thing to really give any kind of report on what went down in there."_

_Peter realizes that the officer must be referring to the guy that was trapped inside the warehouse with Peter and the creepy voice guy that knocked him unconscious—apparently. "Did we catch the suspect anyway?" Peter asks._

"_Nope. I'm afraid he got away." the officer replies._

_Peter lets out a dejected sigh, and mentally kicks himself for being so inept as a superhero. "Great." He mumbles to himself._

"_Just fantastic." Peter further scolds himself, as he shakes his head. Then another thought crosses his mind. "What time is it?" he asks the officer._

"_Uh," the officer looks down at his wristwatch, and reads off the time from the display. "According to my watch its…five minutes till nine. Why?'_

Shit!_ Peter scolds himself internally once more. _I'm late for school. And Gwen.

"_Um, I, uh…I've gotta go." Peter says as he quickly shoots a web line to the ceiling of the warehouse. He then crawls out through the broken window, and swings off back through the city._

* * *

Gwen stared at Peter, her mouth slightly agape, as she took in his story of the events that prevented him from being on time to school earlier.

"And you're sure you didn't get a good look at the guy who knocked you out?" she asked finally.

"Again…no." Peter replied, rubbing a hand over his face. "It was too dark, and he was kind of—hiding."

Gwen's fascination then turned to concern as she lifted her hand to his face. She noticed a spot, just barely hidden by his messy hair, that had turned a darker coloration that the rest of his skin. She ran her fingers along the spot near the side of his head. Peter flinched slightly at the touch. "I worry about you Pete." She told him with a sigh.

"I wish you'd just quit. You could've been killed you know." She told him, and the worry that he saw in her eyes at that moment breaks his heart.

He hated being a cause of pain in her life. To him, Gwen Stacy was the most precious thing in the entire world. She was worth far more, to him, than all the money, fame, and jewels in all of the world.

He tried to lighten the mood a bit.

"Well, as you can see-I'm actually doing quite well all things considered." He cracked a slight smile, and hoped that she would do the same. "Besides, you're always saying I'm really _hard-headed_." Peter added with a grin.

Gwen just couldn't return the gesture though. Her concern for her boyfriend is too great to be knocked aside by a bit of light humor. "Peter," she started again.

Peter lifted a hand, and gently cupped her delicate cheek. "Gwen, you know I can't do that. I know it's hard for you to accept, but-"

"I know." Gwen replied, looking away from Peter. "We'd better eat…lunch period's almost over."

…TBC…


	3. Comforts & Confessions

**Author's Note: This chapter might be the most emotional chapter thus far, but I like it. I hope that you guys enjoy it, and will continue to enjoy my handling of these beloved characters. Thanks Again, and Happy Reading Everyone!**

The final bell sounded across the schoolyard, dismissing all classes for the day. Students bounded down the front steps of the school building splitting off into different directions at the bottom, sometimes in pairs or groups. All of their destinations had one thing in common though—they were away from school.

Peter was almost the last person to leave the building. He'd stopped at his locker to grab his backpack and skateboard before heading out. Once out of the building, his path took him to the far side of the campus and the football field.

The football field was he and Gwen's usual after school meeting place. It was one of the things he looked forward to each and every day of the school year since the pair began dating. He looked forward to entering the stadium, and seeing Gwen's face light up as he climbed those first few steps into the stands. The sight of her always warmed his insides to the very core, and beyond.

Today however, he knew it would be different. She had been upset through most of their lunch period, and he was partly the reason for it. He knew she hated his being Spider-Man, and the inherent dangers that came with such a life. To be honest it broke his heart that there was something about _him_ that the beautiful blond hated, and if he could he _would_ quit. For _her_, he would do anything.

The afternoon sun was just beginning to set low against the horizon when Peter hopped off of his skateboard near the entrance to the football stadium. He walked through the front gate and, as usual, spotted his girl sitting patiently as always in the same spot she took every day. As he'd known, she did not look up at the sound of his footsteps climbing the concrete stairs to join her.

"Hey Gwen," he said in a hopeful tone as he neared her spot. She didn't look up, and she didn't say anything either.

Peter stood motionless, watching as she scribbled notes furiously in cursive on a sheet of paper in her binder. After some time passed in silence Gwen finally stopped her scribbling, and lifted her head up to look at him.

"Hey Pete," she said, forcing the best smile she could manage. She knew it wasn't much though. "You gonna sit down or what?" A slight throaty rasp tainted her usually sultry, sweet voice as she spoke.

Peter let out a sigh as he dropped his backpack off to one side, and then lowered himself down beside his girl. There was a brief awkward silence between them at first, but then Peter decided to break it.

"Gwen, look, I'm really sorry about lunch today. I didn't mean to-" he started in.

"I made a call today." Gwen burst out suddenly, interrupting Peter mid sentence. She averted her eyes afterward as she spoke, and instead stared down at the sheet of paper she'd been scribbling on.

Peter didn't try to speak again. He only waited patiently for Gwen to continue. He knew that whatever it was that she was thinking, now she needed to talk about it, and he would let her do just that.

Gwen drew in a deep breath, and then let it go before speaking again. "I made a call to Beloit Psychiatric Hospital…after we spoke at lunch. I have a free track afterwards, you know."

Peter nodded silently. He knew all too well the significance of that particular institution. It was where Dr. Connors was currently being held.

"After you told me about that _thing_ that attacked you this morning, I-" she stammered for a second, choking up a bit, but forced herself to continue with what she knew needed to be said. "It wasn't Connors." She said simply, unsure of how else to really proceed.

"I know." Peter replied softly.

Gwen nodded, and drew in another ragged breath as she struggled to maintain her composure. "I…I think I knew too, I just-" She laid her hand down on the concrete by her side to steady herself for a moment. Then she felt Peter's hand glide gently over hers, and the touch was a comforting one to her shaky nerves. "I guess I just needed outside confirmation."

"Gwen, Dr. Connors didn't mean for what happened to…well happen, and I don't think he would ever intentionally hurt you." Peter told her softly. He could see her eyes misting up as he carefully intertwined his fingers with hers. "And even if he _wanted _to…I wouldn't let him. You're too important to me."

Gwen shook her head lightly, and a few loose tears stained her delicate cheeks. "Peter, its not _me_ I'm worried about. It's_ you_." She said as she looked up into the gentle eyes of her boyfriend.

"Gwen…" Peter started.

"No, Peter. My Father is dead because of _him_. I can't lose you too." Silent tears now drifted unhindered down the length of her face. "That _thing_ that attacked you—what if you run into _it_ again? You made it sound like _it_ could've killed you without a second thought, and what if next time-"

Peter lifted their hands up to his face, and began placing gentle kisses against each of her tender, white knuckles.

"Gwen, I'm crazy about you-you know that, and I would do anything _for_ you. Hell, if I could, I would swing to the _moon_ if I thought it might bring your Dad back for you. _I would quit being Spider-Man_."

Peter's voice was low as he spoke, but it carried such conviction with each word that Gwen couldn't help but feel chills running up and down the length of her spine.

"I know you would." She replied just as softly. She leaned in against him so that her head just came to rest against his shoulder. "I hate that it has to be _you_, Pete, but don't ever stop—not even for me. Someone has to be the hero, and fight when the rest of us can't. And, I guess I can't think of anyone better suited for that job…than you."

For Peter Parker, hearing those words from the girl that he so desperately loved was both a blessing, and a curse at the same time. Over time they and the voice that uttered them would come to haunt him almost as much as her Father's had after his death almost a year ago.

* * *

It was cold and dark beneath the streets of Manhattan, not the kind of place any normal, sane human being would want to tread. It was, however, the perfect highway for those seeking to escape the prying eyes of others.

Such was the case for the strange, tentacled man who presently stalked through its quiet blackness. He paid no attention to the rats who scurried past him, both coming and going. Nor did he pay any mind to the sour, putrid smells that permeated every surface of his surroundings.

The strange man knew the network of service tunnels, which crisscrossed all over Manhattan, like the back of his scarred hand. He knew without looking that he would soon turn down a new tunnel, just ahead, and that that would lead him straight to his lair.

He carried a medium-sized package wrapped in brown paper under one arm as he walked. The package was his reason for being at the warehouse earlier. He had needed its contents for a very important project he was working on. It was a project, for him, that over time had become somewhat more of an obsession than anything else.

"They'll see…one day." He mumbled to no one in particular. "They'll know…I wasn't crazy. They'll see that it works."


	4. Dinner with the Stacy's

Aunt May had left Peter a message on his cell phone. She was going out to see a movie with their neighbor, Ms. Franklin, and she had left him some money on the counter for supper. Peter liked that his Aunt was finally starting to do things outside the house again. Things had been rough, for both of them, since Uncle Ben's death, but they had slowly been getting a little bit better each day. She had even started to smile a little more.

Like his Aunt though, Peter also had plans outside the house for dinner. He had been invited to join Gwen and her family for supper. It was an invite he'd all to happily accepted. To him it meant spending more time with his favorite girl.

For supper Mrs. Stacy had prepared homemade Rack-of-Lamb, Cranberry Sauce, and Sautéed Asparagus Spears—and homemade dinner rolls too. It was a wonderful meal for all in attendance, and as usual it superbly showcased Mrs. Stacy's skills in the kitchen. The conversation over supper was relatively light, and the topics were varied.

Afterward Peter had volunteered to help with the dishes, and Gwen volunteered behind him. So he and Gwen ended up washing and drying the dirty dishes together. It was actually kind of nice to be honest. The two of them working together made it seem like less of a chore. Then the kiss happened.

The kiss happened unexpectedly, and of course two of Gwen's brothers just happened to be passing by. The two little boys skipped out of the kitchen and began to prance merrily around the apartment. All the while the two boys chanted loudly as they skipped.

"Gwennie and Peter, sitting in a tree. K.I.S.S.I.N.G!" the two little boys chanted as they danced about the apartment.

Gwen blushed with embarrassment. She tried to hide the redness that had crept up into her face, but Peter had seen it already. "I am so gonna kill those two." She whispered.

Peter arched a brow at his girlfriend. A look of amusement was painted across his face. "What's the matter…Gwennie?" he asked jokingly. "You look a little flushed."

Gwen shot her boyfriend a dirty look. "That does not leave this apartment…do you hear me Peter Parker?" she told him threateningly.

Peter chuckled lightly. "Hey, relax. My lips are sealed." He said quietly. He leaned forward, and planted a gentle kiss against her cheek. "I'll take it to my grave."

Gwen sighed. She wiped her hands dry on a nearby dishtowel, and then replaced it over the edge of the sink. "Well, I guess we're done here. Wanna go up to my room for a bit?"

"Sure."

* * *

Moments later, the teenage lovers slipped through the window in Gwen's bedroom, and stepped out onto the fire escape. The night air was cool, and was a most welcome departure from the heat of the day. Gwen leaned back against the edge of the windowpane, and Peter sat Indian style just across from her.

"Sorry about my brothers." Gwen said apologetically. "I kind of told them we didn't kiss…at least not yet anyway."

"Why?" Peter asked curiously.

"I don't know." She replied, with a slight shake of her head. "It doesn't really matter."

"Okay, well, dinner was great. I'm glad you invited me over."

Gwen smiled. "You're Aunt was going out. You didn't think I was just gonna let you eat supper alone, did you?" Gwen said with a chuckle. "Besides, you would have done the same for me, I'm sure."

"You sure about that?" Peter replied, arching a brow in his girlfriend's direction.

Gwen kicked the side of Peter's shoe, but giggled as she did so. "You are such an ass sometimes, you know that Peter Parker?"

Peter shrugged. "What else is new?" He replied.

Things seemed to get quiet after their playful little exchange. Gwen looked at Peter very earnestly. She loved how easily the two of them seemed to work. They never had to try very hard to make the other laugh or smile.

"So, I hear Oscorp's having some kind of scientific expo tomorrow night…you going?"

Gwen nodded, but did not look up at first. She shuffled her feet around somewhat nervously. "I did get an invite in the mail yesterday." She admitted. "But, I don't know if I'm going…yet. I mean, I don't really want to go alone, and the invitation _does_ say _plus one_." Gwen looked up at Peter slowly, and a tiny grin played around the corners of her mouth.

Peter leaned forward. "If it's an escort you're looking for, I guess I could be _persuaded_." He replied with a slight smirk.

Gwen leaned down, and pressed her lips against his. The kiss lasted at least 30 seconds before the gorgeous blond finally pulled back. "That persuasive enough for ya?" she asked, with a grin.

Peter nodded. "I don't know." He replied. His face twisted up into a thoughtful expression as he sat there, still in his Indian style position. Then he and Gwen both chuckled together after a brief moment of silence.

"Sure, why not." Peter said finally. "Might be fun."

Then a thought occurred to her. That was exactly why Peter had brought up the expo. He was dying to go, and he knew that since she _was_ an intern there, she probably got an invite. The gleam she saw in his eye at that moment was all the confirmation she needed.

"You think you're so smart, don't you?" she said scrunching her face up at her boyfriend. "You planned that. You're dying to go to the expo, that's why you brought up. Isn't it?"

Peter laughed. "Nothing gets by you, does it?" he quipped.

Gwen laughed along with him. "I really am glad that you're going with me, Pete. Especially since-"

A beeping sound nearby interrupted Gwen suddenly. Peter realized that the sound was coming from his jeans pocket, and he quickly dug out his cell phone.

Peter activated the touch screen, and then pressed a finger over one of the app icons. A radio screen popped up, and then after a second or so a voice came through the static.

"Its my police scanner." Peter explained.

"This is Detective Sanchez calling for back-up." "I am in pursuit of a red El Camino that fled the scene of a convenient store robbery. The voice said over the radio. "The car has no visible plates, and is headed for the…"

Peter didn't wait to hear the rest. He quickly pulled himself to his feet, and motioned for Gwen to hand him his backpack, which was setting just inside the bedroom window.

Gwen retrieved the backpack, and handed it over to Peter. She watched as he quickly peeled off his hoodie and blue jeans, revealing the red and blue costume that he wore underneath. Then she watched him stuff the articles of clothing down into his backpack. He unzipped a side pocket, next, and from within pulled out his mask and gloves.

As he pulled on his gloves, Peter could see the look in the beautiful blonds' eyes, and he wished like hell that he didn't have to leave her in such a rush.

Gwen seemed to read what her boyfriend was thinking, and she quietly stepped toward him. "Its okay." She said in a low voice. "I get it."

Peter nodded gratefully as he slung his backpack across his shoulders. "Thanks." He said.

Gwen leaned forward then, and pressed her lips to his in a quick _good luck_ kiss, and then pulled back. "Go get'em bug boy." She whispered with a tiny smirk.

"Oh, so you're insulting me now?" Peter shot back with a grin.  
"Cause you do realize that spiders and bugs are two completely different things."

Gwen chuckled. "Just go." She said, as she pointed towards the skyline. "But be careful, please." She added just a second later.

Peter pulled on his mask, and then hopped up onto the railing, balancing there effortlessly in a crouched position. He looked back over his shoulder at Gwen. "I'll see you tomorrow. Promise." He said sincerely.

He lifted his arm then, and fired a web line out across the way. It attached itself to a building setting just off in the distance, and then with a quick tug for good measure the costumed crime-fighter swung off into the night.

"I'm gonna hold you to that, Peter Parker." Gwen whispered into the wind.

…TBC…

**Author's Note: Hope you guys enjoyed this chapter, and I hope you'll join me for later chapters as well. As always keep those reviews a-coming!**


	5. All Dressed Up

Bright lights flashed intermittently, and illuminated the otherwise darkened space that was the strange man's underground lair. The odor of decay hung on the air, as always, but did little to deter the man from his work.

A couple of rats scurried past unnoticed, and then disappeared into a hole on the far wall. Midway up this wall there set a brightly colored flyer plastered to the ancient brick foundation. In fact, similar flyers decorated much of the workspace. The flyers depicted a man in nice business suit pointing towards a lighted horizon. Across the middle of the page were printed, in big bold letters, the words _OsCorp Expo_: The _Gateway to the Future_.

The man finally paused, and looked up from his work. His eyes wandered to the newest flyer he'd recently posted just above his workspace. He lifted the dark goggles that hid his eyes, and glared angrily up at the poster.

"Too long…too long have I waited in the shadows. Too long have I watched, silently, as my own name has been slowly erased from the memory of time." The man spoke in a low voice that was edged with a slight wheezing sound. "Too long has your arrogance gone unmatched."

A long, metallic tentacle slithered up from behind the man as he spoke. The otherworldly tendril was connected, it seemed, to the man's body, and made his figure appear all the more gruesome in the dim light. It snaked its way up over the man's head, and then suddenly struck out pinning its finger like projections into the poster.

"But tonight…tonight all of that will change. Mark my words, Norman Osborne, you will regret the day you crossed Otto Octavius." The man hissed as he watched the tentacle slowly lower the brightly colored poster down from the wall.

A sneer spread across the man's face as he stared at the poster. He raised the welding torch he held in his hand up to the colored paper, and immediately set it ablaze. Then he watched as the paper object floated effortlessly towards the ground, consumed as it fell by the fire that slowly engulfed it.

"Just as _you_ destroyed me. _I_ will destroy you. Then the world will once again acknowledge the brilliance of my work, and you…you will be nothing more than a _memory_."

* * *

Friday afternoon at Peter's house was filled with the moans and groans that came with the discovery of the price of being Gwen's escort to the expo. "Hurry up now, I want to see how you look!" Aunt May called from the living room.

Peter stepped out into the living room of the house he shared with his Aunt May. The look he wore on his face was one of utter disdain, as he tugged at the ridiculously uncomfortable necktie he wore.

"This is…this—I don't know what to say, other than I _really_ hate this thing." Peter said of the nice, black suit he wore. He shifted uneasily in front of his Aunt May, who only smiled delightedly at her sharply dressed nephew.

"Oh, come now Peter." Aunt May said with a wave of her hand. "I think you look absolutely handsome." She told him as she stepped forward to straighten out a few loose wrinkles here and there. "You remind me of your Uncle Ben, when he was your age." She added, her voice softening as she spoke.

"Where did you get this thing again?" Peter asked, as he shifted in the suit again. He prayed that his attempt to change the subject would work. And it did.

"You remember Harvey Franklin from next door, don't you?" Aunt May asked, as she took a step back from Peter.

Peter thought for a moment, and then answered. "Yeah, I think so. Didn't he enlist sometime last year?" Peter asked. Aunt May nodded affirmatively.

"He did." She replied with a nod. "I was speaking with Angela, his mother, this morning while getting the paper-"

"She's the one you went to the movies with last night, right?" Peter asked, not meaning to interrupt his Aunt. She nodded.

"Yes. Anyway, so we were talking, and I happened to mention what you'd said about being invited to the expo, and she said she thought she might still have one of Harvey's old suits from high school that you could borrow. " She finished her explanation, and appeared quite pleased with how things had turned out.

"Well, I guess that explains it."

Aunt May turned then, and headed for the kitchen. "So when are you picking her up?" Aunt May called over her shoulder as she walked away.

Peter was lost in thoughtfulness, and did not here his Aunt May at first. He was thinking ahead to when he would see Gwen. He wondered what she would be wearing for the evening. He figured that it would probably be something stunning, knowing her.

"Peter!" Aunt May called out again, and her voice was louder the second time.

Peter snapped back to attention at the sound of his Aunt's voice. "Yes, Aunt May?" he called back.

"I was asking when you were picking up Ms. Stacy." Aunt May repeated her previous question, as she suddenly reappeared from out of the kitchen.

Peter gave a shake of his head as she walked towards him with something gripped tightly in one hand. "Um, well actually," Peter started, as he ran a hand through his slightly disheveled hair. "Gwen's picking _me_ up, Aunt May." He told his Aunt.

"Really?" Aunt May mused aloud as she stopped just a few feet away from her nephew. "That can't be right, can it?" Then she shook her head. "My how things have changed since _I _was a girl. You know when I was your age, it was the young gentleman's responsibility to handle the transportation."

Peter chuckled somewhat nervously, and shifted uncomfortably where he stood. "Yeah," he muttered, more to himself than to his Aunt. "If only I had a car."

Aunt May gave a small sigh then. "But then again, I suppose the uptown bus really doesn't count as traditional transportation." She mused aloud, somewhat dreamily. After a brief second or so, though, she shook off her self-induced daze and snapped back to reality.

"Anyway, here take this." Aunt May said, as she took Peter's hand in her own. She placed a small roll of bills, totaling about 25 dollars, into the palm of his hand, and then closed it. "It's not much, but it should be enough for the two of you to have a nice evening." She told him with a sweet smile.

Peter stared down at his semi-closed fist, and the roll of bills contained within its grasp. He looked up at his Aunt, and could hardly find the words to speak. Aunt May, I-" he started, but then had to stop and swallow a lump in his throat before he could continue. "Aunt May I can't…I can't accept this. This is _your_ money."

Aunt May waved her hand at Peter dismissively. "Oh hush." She said with a slight chuckle. "Its only Twenty-Five dollars." She added, playing down the significance and value of the roll of bills. "Its not that much…really."

The truth of the matter was, in their house, twenty-five dollars was a lot of money. It was money that they could not afford to just waste willy-nilly. Aunt May worked the same shift that she'd always worked, down at the plant, even after Uncle Ben's death. The money she made there was decent enough, but still left a lot to be desired on most occasions.

Peter worked as well, when he could, doing odd jobs here and there, and he even had a few that brought around repeat business. He always made sure that he gave a certain portion of whatever money he made to his Aunt. It was never really much, but to him it was better than not doing anything to help at all.

Peter stepped towards his Aunt, and held his hand out to her. "Take it back, please." He begged quietly. "I can't take your money, Aunt May. I'll be okay…really." He said insistently.

She pushed his hand away, and looked directly into his eyes. "Peter Parker. You listen to me, and you listen good. Now I know that things have been tough since your Uncle died, and money _has always_ been a little tight around here; but I've been down and out, _with your Uncle_, more times than I care to count. Just because you hit the bottom of the barrel, doesn't mean you're stuck there forever."

Aunt May's words really stuck with the High School Sophomore, and he had to try extremely hard not to let her see the tears he was fighting back at that moment. He stood silently, staring down at his shoes, for what seemed like the longest time.

Aunt May stepped forward, and removed the roll of bills from her nephew's hand. She quietly stuffed them, then, down into the side pocket of his trousers. Then she looked up at him once again, and gently pressed a hand to the young teenager's cheek. "And besides, everyone deserves a little happiness now and then." She whispered with a warm smile.

Peter suddenly threw his arms around his Aunt, and hugged her tightly. "Thanks Aunt May." He whispered quietly. "I love you."

Aunt May smiled, and patted Peter's back gently in response to the warm hug she received from him. "I love you too, Peter." She replied in the same quiet voice.

Just then, there came a knock at the front door of their little house. Peter straightened himself up, and ran a hand through his hair once again. "I'll uh…I'll get it, Aunt May." Peter said. Then he turned and headed for the front door.

There came another knock just as Peter reached the door, and began to undo the locks. "I'm coming." He called through the door as he finished working the deadbolt loose. He pulled open the front door at last, and found an excited Gwen Stacy staring back at him.

She wore a gorgeous white dress with a red overcoat, and white high heels. Her hair was done up in a perfect ponytail, in back, and her bangs hung tamed in the front. Her make-up, of course, was virtually non-existent, as her natural beauty required very little highlighting. She did however have on just the slightest bit of red lipstick on her lips.

"W-wow." Peter stammered as his eyes wandered over the lovely beauty that stood before him. "Gwen, you look-" he was utterly unable to finish his sentence.

Gwen laughed at her boyfriend. She was apparently very pleased with his reaction to how she looked. "Get your mouth off the floor, Pete." She giggled excitedly. "The limo's waiting." She told him, pointing out the door with her thumb.

"The…Limo." Peter repeated dreamily. He was still mesmerized by how exceptionally beautiful his girlfriend looked just then.

Gwen leaned around Peter, and waved in at his Aunt May. "Hey Mrs. Parker. I promise we won't stay out too late." She said with a wink.

Aunt May laughed, and waved back at Gwen. "You look lovely dear." She said with a big smile.

"Thanks." Gwen called back with a smile, as she tugged at Peter's hand.

"You kids have a wonderful evening," Aunt May called out, as she watched from afar. Then she added. "And Peter, you behave yourself young man." She said, half-jokingly as she watched Peter finally disappear through the front door.

"I will Aunt May." Peter called back as he pulled the door closed behind him.

…TBC…

**Author's Note: Hope you guys enjoyed reading this chapter as much as I enjoyed writing it. Don't forget to drop me a **line**, and let me know what you think—and if you guys have any suggestions, those are most welcome as well. Happy Reading!**

**Be sure to be on the lookout for the next exciting chapter, **_**The OsCorp Expo, **_**coming soon!**


	6. The OsCorp Expo

Peter had not expected something as luxurious as a limo ride to the grand soirée they were to attend at OsCorp Tower. While he was thrilled to be riding first class in an OsCorp Limousine, a part of him couldn't help but feel small next to the idea.

"And to think," Peter joked somewhat half-heartedly. "I was gonna pay for us to take the bus." He said as he let his eyes wander around the posh interior of their limousine.

Gwen chuckled. "Really?" she replied, arching a brow at her boyfriend. "You were gonna go all out…just for _me_." They both laughed at that. Then it got quiet for a brief moment, and Gwen couldn't help but stare at Peter.

"What!" Peter demanded, afraid that something might be wrong with his outfit, or worse that he had something stuck between his teeth. "Is there something in my teeth?" he said, as he ran his tongue across the front of his pearly whites.

"No, it's just…you look really nice." She said softly. "Its good to see you all dressed up for a change." She added. "I like it."

Peter arched a brow in Gwen's direction. "You like this better than the tights?" he asked, humorously, as he gestured towards the suit he wore.

Gwen laughed at her boyfriend. "No," She replied, with a shake of her head. "I like it better than your grungy, old street clothes."

"So I choose comfort over fashion-that a crime in your world?" he quipped.

"Yes, as a matter-of-fact, and the penalty is quite harsh." Gwen joked back, a feat that she found to be so naturally easy with Peter.

"How harsh are we talking?" Peter asked, leaning forward a bit in his seat. "Cause I've got a rap sheet at least a mile long."

Gwen thought for a moment. "You have to be my love slave for a whole month." She said with a sly smirk.

Peter held out his hands in mock surrender, and seemed almost to pout ever so slightly. "Might as well throw away the key." He whispered.

Gwen did not respond to her boyfriend's latest joke. She only stared, longingly, into his gentle eyes. The urge to fling herself, wholly, into his arms and never leave was almost overwhelming in that moment.

Outside the limousine a large, heavily lighted area came into view. Tall, beautifully sculpted hedges, and an old-fashioned wrought-iron fence ringed the perimeter of the venue. Loud music could also be heard from within the grounds of the estate.

"Gwen?" Peter's voice cut through the dense haze that had settled over Gwen's mind. "Gwen."

The sound of Peter's voice instantly snapped the daydreaming blond back to reality, and she immediately began to look around as if searching for something. "Are-Are we there already?" she asked, as she gathered up her overcoat and purse.

"I guess so." Peter replied, his eyes still glued to the sights just outside the walls of the limousine. "Where are we anyway?" he asked next.

Gwen looked up at her boyfriend. "_Osborne Gardens_." Gwen said, as if it were something that Peter should already know. "Its part of Norman Osborne's estate."

"Wait," Peter said. His head snapped around so quickly that it sort of startled Gwen a little bit. "_Norman Osborne_—the guy who owns OsCorp?"

Gwen nodded. "Yeah, why?"

Peter shook his head in disbelief. "You mean he _lives _here?" That was almost too much for his teenage mind to comprehend.

Just then a parking attendant approached the waiting limousine, and opened the door on Gwen's side. He held it there with one hand, and offered the other hand to aid the blond in vacating the oversized vehicle.

"Thanks," Gwen said with a smile, as she stepped out of the limousine. "Coming Peter?"

* * *

Elsewhere, at the end of a long, darkened side street, nearly empty except for a few stray vagrants who cowered in its shadowy corners, a manhole cover was slowly moved aside. Then up from within the pitch-blackness of the Manhattan underground an ominous figured appeared followed by an unsettling clanking sound as he heaved himself back into the surface world.

The man stood silently for a moment surveying his surroundings, a single dimming lamppost the only light source available to see by. He wore a long, slightly tattered trench coat, and a large fedora covered his head. As he stood in place, a metallic arm could be seen slowly snaking its way back up inside the long trench coat.

For the strange man, the significance of this particular night was great. It was something he had dreamed of for many, many nights during his self-imposed exile from the surface world. This would be the night that he would finally exact his terrible _vengeance_.

A homeless man, who currently inhabited the cardboard box that was set just several feet from where the shadowy figure stood, dared to lean out of his makeshift home out of the need to satisfy some deep seated curiosity.

"Hey man," the old, bearded vagrant whispered up to the mysterious stranger. His voice trembled slightly as he spoke. "You got any spare change?" The old vagrant lifted his hand several inches into the air as if awaiting a charitable handout.

The stranger turned his head down to look at the old man. His face remained cold and expressionless, but his gaze was piercing and seemed to cut straight through the man. After a few brief seconds, the stranger averted his gaze to its original position. "No, I don't." the stranger replied coldly, and then he started off down the street. All the while his mind was focused on only one thing-breaking Norman Osborne.

* * *

Peter and Gwen wondered through the impressively large crowds of people as they made their way onto the garden grounds. The immensely huge garden was beautifully decorated from one end to the other, and precisely reflected the essence of what the OsCorp Expo was all about.

Scattered about the grounds were several massive displays exhibiting some of OsCorp's most promising ventures. Of particular interest were the displays pertaining to a type of super soldier operation entitled _The Goblin Project_, and an equally huge and mysterious display that had not yet been unveiled to the eyes of the public at large.

As they walked, Gwen smiled, shook hands, and introduced Peter to several people that she knew from working as an intern at OsCorp. Many of them were people whom Peter recognized as leading scientists in their respective fields.

"This is amazing." Peter said, once they'd moved out of earshot of one Dr. Mendel Stromm and his lovely wife Janice. "I mean, do you even realize how much brain power is here, right now…in this one spot?"

Gwen chuckled lightly, and seemed quite pleased. "Yes, Peter, I do. I work with these people on a daily basis…remember?" She replied with a smile.

Peter thought about his girlfriends' words for a brief moment. "Yeah, I guess I forgot." He said with a chuckle. "Still, this is pretty awesome."

"I'm glad you're enjoying it." Gwen replied with another chuckle. "Mind if we make our way over to the buffet table…I could really use something to drink."

"Oh sure." Peter replied, as he motioned with his arm for Gwen to lead the way. "After you."

The pair made their way across the garden to a long row of tables setup with an elaborate spread of fancy finger-type foods, and several equally impressive beverages.

"I have to say these exhibits are…well, honestly, they're mind-blowing." Peter continued, as they approached the buffet table. "I wonder what that one is supposed to be?" he said, as he pointed to a large area still covered by a several large curtains that hung around all four sides of the display it hid.

"Hmm, I'm not sure." Gwen said thoughtfully as she followed Peter's gaze. "But, I'm sure we'll find out eventually." She added. She motioned with her hand to the waiting attendant, who stood behind the buffet table, that she would like a glass of punch.

Peter followed suit, and then a few seconds later both he and Gwen were sipping the most wonderfully flavored fruity punch from actual high-dollar glasses. "Is it the expensive cup that makes this stuff taste so good, or…"

"I try not to think about it." Gwen cut him off short. "I say, just enjoy it while you can." She added with a grin.

The sound of metal tapping against glass suddenly filled the air, and successfully drew the attention of all of the expo's attending guests. Everyone in the garden turned their full attention to the massive staging area at the forefront of the garden's main area.

Mr. Starr stood at the center of the huge stage, and waited patiently for everyone to grow quiet enough for him to continue. "Thank you." He said, with a slight bow. "On behalf of Mr. Osborne, I would like to thank all of you for coming out, and showing your support here at the OsCorp Expo."

"This is it." Gwen whispered to Peter. "We're gonna meet Norman Osborne _himself_."

Peter's mouth dropped open at his girlfriend's words. He could hardly believe what he'd just heard. He would get to see, and possibly meet, _the_ Norman Osborne.

"And now…to start things off I'd like you all to join me in welcoming the man himself—Mr. Norman Osborne." Mr. Starr stepped aside, as a thunderous round of applause sounded across the garden.

Everyone in attendance clapped and cheered and Norman Osborne, owner ad CEO of OsCorp, strolled up onto the huge staging area, and shook hands with Mr. Starr before he continued to center stage.

* * *

Just outside the garden's gated entrance, a strange man stalked slowly past the attendant posted there as a guard for the momentous soiree. The attendant stared, mouth agape, as the man brushed past him. Then he quickly recovered his wits, and attempted to cut the man off before he could go any further.

"I'm sorry sir," the attendant spoke as firmly as he could manage. "No one goes through that gate without an invitation from Mr. Osborne himself."

The strange man stopped, and glared at the attendant. "You want my invitation?"

The attendant nodded, but swallowed a lump that had suddenly formed in his throat. "Uh hunh." He replied with a nervous nod.

A long, metallic tentacle slithered down out of the long trench coat, and then without warning shot upward, and seized the attendant by the throat. The attendant dangled in the air, just a few feet off of the ground, and the strange man lowered his face closer to the attendant's. "Here's my invitation." The strange man hissed.

A second metallic tentacle suddenly appeared before the struggling attendant's sweat-covered face. It hovered for a moment, but then after a brief moment it shot forward, almost without warning, and the poor attendant didn't even have time to scream.

…TBC…

**Author's Note: Yes, I know. I made up the location of the Expo in order to make the story work the way that I wanted it to. I hope, however, that this does not affect you guys' interest in future chapters of this story. Keep those reviews/comments coming guys, and as always Happy Reading!**

**Heads up you guys! In the next chapter, **_**The Monster Revealed,**_** Spidey will go head-to-head with his newest foe, so don't miss out on all the fun and excitement to come! Check back regularly for more updates…**


	7. The Monster Revealed

The grounds were silent as Norman Osborne spoke into the microphone he held in his hand. He tried to move around the staging area so that his words would seem to have more energy in them.

"Ladies and Gentlemen, at OsCorp we strive for excellence. In everything that we do, we give a hundred and ten percent…and sometimes more. Why? Because we believe in what we do. We believe that _what_ _we do _is the key to creating a better world and a brighter future for everyone."

Norman Osborne's speech seemed to get the crowd fired up because everyone began to clap when he reached his first pause. Norman smiled, and nodded graciously to his audience. No one in the audience could see just how much effort it took for him to muster up the level of energy he displayed, or how such energy pained him so. He would never willingly allow his illness to show.

"Now, I have invited all of you here tonight—Board Members, honored guests, and friends—to give you a glimpse of what OsCorp is currently working on. Afterwards, it is my hope that _you_ will continue to show your support for our work." Norman finished with a slight nod towards Mr. Starr, who stood just off to one side of the stage. "I hope you all enjoy tonight's presentation."

Mr. Starr turned, and disappeared behind the stage curtains. Norman started to follow his assistant, but was halted after a couple of steps by the sound of a throat clearing from off stage.

"I'm Impressed." A raspy voice spoke out from the back of the crowd. Everyone in the audience looked around for the source of the voice, and all the while they uttered I hushed whispers to each other. "Impressed at how hell you maintain yourself…given your _condition_."

"If its not too much trouble," the voice spoke again. "I'd like to make my a presentation of my own."

Norman Osborne searched the crowd before him for the person who seemed to be speaking to him. "I'm afraid I don't know what you're talking about." Norman replied with a nervous chuckle.

Then the crowd parted, from the back, as the stranger stepped forward. His walk held a slight limp on his left side, and he kept his head down as he spoke. No one knew what to make of the mysterious stranger.

The stranger chuckled. "Of course you do, Norman." the man replied.

"Do I…know you?" Norman asked, with the same nervous chuckle from before.

"You used to." The man replied, as he continued forward. "Before you…destroyed me." He added. "Ladies and Gentlemen-"

"This is absurd." Norman said, as he turned towards the curtains. "Mr. Starr, please call security out here at once." He said in a low voice.

The man stopped about midway up the aisle, and removed his fedora from the top of his head. His hair was frizzled and messy, and his eyes were bloodshot. His whole appearance was more than haggard looking to say the least.

"Octavius." Norman muttered under his breath as a look recognition settled over his face.

Off to the side Peter and Gwen stood silently side-by-side. Suddenly Peter's head began to buzz like crazy, and he held one hand against his temple, grimacing at the pain.

"Pete, are you alright?" Gwen whispered worriedly, as she looked her boyfriend over.

"Yeah." Peter finally managed, as he looked up at Gwen. "But something tells me were in trouble."

"What do you mean?" Gwen asked, as she leaned closer to Peter.

"-I submit to you," the man continued. "Norman Osborne's greatest failure!" his voice rose several decibels, and then suddenly two long, metallic tentacle shot out from under his trench coat and slammed hard into the near his feet. His fedora fell to the ground, and then two more tentacles punched through the sides of his coat, and seemed to linger in the air on either side.

Everyone in attendance gasped in horror at the sight before them. Several people tried to move aside, and several made beelines for the entrance gate.

_Shit!_ "I think we should-" Peter started to say, as he reached for Gwen's hand.

"Oh, and I brought some friends too." Octavius added, with a sinister chuckle. Suddenly a high-pitched whirring sound filled the air.

"What's that sound!" Gwen asked. She covered her ears to try and drown out the intense buzzing sound.

"That." Peter said, as he suddenly pointed towards the sky. Several small, metallic disc-shaped objects zipped overhead. "Duck." Peter grabbed Gwen, and pulled her aside just as one of the objects passed just inches over their heads.

The objects slammed into the ground, and onto the tops of tables, and then began to open up into what appeared to be small, multi-armed robots. The robots began to skitter about the grounds, and caused utter chaos.

"That's the guy who attacked you at the warehouse, isn't it?" Gwen asked Peter, as the couple climbed back to their feet.

"Yep." Peter replied, as he looked around for a quick way off of the grounds. "And I'm thinking its time to go." _I need a place to change. He thought to himself._

"I call them my…Octobots." Octavius said above the noise of the hysterical crowd.

Peter and Gwen rushed through packs of panicked people, who rushed about madly, trying to escape the grounds. "Peter, where are we going!" Gwen asked, as Peter pulled her along. "You shouldn't be here." Peter said over his shoulder. "Its too dangerous."

"Well, I'm not just going to leave you here." She said, as she tried to pull out of his grip.

"I'm not giving you a choice." Peter replied.

All around them, People were running and falling before the deadly, metallic Octobots that scurried about the grounds wreaking havoc.

Then suddenly one of the Octobots landed just in front of Peter and Gwen, and the couple screeched to halt before it. The Octobot craned its sharp, metallic head around to stare up at Peter and Gwen. Then the single, red eye lens in the center of its head began to glow bright red.

"Okay, not this way." Peter remarked. He spun on his heel, and pulled Gwen out of the way just as the Octobot fired a bright laser beam out of its eye lens. The beam just narrowly missed the scrambling coupled.

"Peter, look!" Gwen shouted suddenly. She pointed off to the right of where they were. A tall, slender woman was cornered against a wall by one of the Octobots, and it was aiming its laser beam at her from a nearby tabletop.

"Please, go away!" the woman shouted at the tiny robot.

…TBC…


	8. Spidey To The Rescue

"Stay here!" Peter said sternly.

He bolted across the floor in the direction of the screaming woman, and after a few steps vaulted into the air. The woman cringed, eyes closed, and missed Peter's flying kick that knocked the Octobot out of the way. He landed on the tabletop afterward. The woman was safe, and he could finally return to Gwen's side.

Peter turned, and saw Gwen waiting just across the way. He started to move.

"Peter, Look out!" Gwen screamed suddenly.

Peter tried to turn and look where she'd indicated, but then something slammed into him, hard, and sent him flying backwards out of sight. "Oomph." He grunted as the Octobot slammed into his midsection.

"Oh my god." Panic crept into Gwen's voice as she watched her boyfriend disappear beyond the hysterical crowd. She willed herself to move in the direction she'd seen Peter headed. She ducked and dodged her way through the crowd as best as she could.

"Peter! Peter!" she called her boyfriend's name loudly, but she soon realized that she could barely hear herself over the deafening screams of all the panicked people around her.

* * *

"This is insane!" Norman Osborn scolded Octavius from his place on the stage. "Why are you here? Why now?" he demanded.

"Revenge." Octavius replied simply.

"But why?" Norman demanded, as he tried to conceal the fact that he was shaking a little bit. "We were friends once…_I saved your life_."

"Saved!" Octavius thundered angrily. "Look at me. My harness is the only thing keeping me alive!" he roared, motioning to the thick, metallic apparatus that was wrapped around his torso. The flesh around the edges of the harness was severely scarred. "You destroyed me, Osborn! You turned me into a _monster_!"

"I gave you what you wanted!" Osborn threw back. His face turned red with the stress of the situation. "A chance to finish your work."

Octavius chuckled in that raspy, wheezy voice of his, and it appeared to somewhat unsettle Osborn even more. "The reactor would've worked the first time, if you hadn't interfered!" Octavius shouted angrily.

* * *

Gwen pushed past a group of security guards who were trying to make their way to the stage to help Norman Osborn. "Peter!" Gwen called out once more.

An Octobot scurried across a nearby tabletop, and then lunged through the air towards Gwen. Gwen caught sight of the oncoming robot just as it leaped from the table. She tried to back away, but a man in a business suit rushed by and bumped into her. Gwen landed with a thud against the hard ground. She looked up just in time to see the Octobot begin to descend on her position—its eye lens glowing bright red.

"Peter." Gwen gasped as she cringed away from the oncoming robot.

"Someone call for your friendly neighborhood Spider-Man?" a familiar voice quipped. Peter, clad in his red and blue costume, appeared above the crowd headed straight towards Gwen.

"Batter up!" Peter slammed his foot hard into the Octobot, and sent it soaring across the grounds away from Gwen.

Peter landed on his feet afterward, and then stooped over to help Gwen up. "Need a hand?" he asked, as he offered her his hand.

"Pete—err, I mean Spider-Man." Gwen said, correcting herself, as she accepted the outstretched hand. Peter helped up to her feet.

"Sorry, I took so long." Peter apologized in a low voice. "I got…uh, sidetracked."

"I'm just glad you're alright." Gwen replied. "I was worried when I couldn't find you and-" she began.

"Whoa, heads up." Peter said suddenly as he spotted another Octobot speeding towards them.

Peter grabbed Gwen, and twirled her off to one side as the Octobot sped through the air, nearer and nearer. He fired off two web lines, which attached themselves to the robot, and then he gave a hard yank. The robot slammed downwards hard into the ground. Sparks flew off of the crippled robot afterward.

"We need to get these people out of here." Gwen said, as she rejoined Peter.

"I need to stop those mechanical freaks first." Peter told her. "Stay here, and stay low." He added. Then he dashed off to help a couple that had been surrounded by three Octobots just across the grounds.

Gwen watched as Peter darted off out of sight once again, and then she decided to take action as well.

* * *

Peter reached the couple, and the Octobots quickly turned on him instead. He dodged several laser attacks from the trio of robots with his spider agility. Then he fired several web lines in retaliation, and the robots were effectively disabled on the spot.

"Not bad if I do say so myself." Peter congratulated himself.

"Back off Octavius, I'm warning you!" a voice sounded across the grounds.

Peter looked up to discover that the mysterious, tentacled stranger was advancing on Norman Osborn. "Uh oh, time to go." Peter remarked, and then he fired a single zip line and pulled himself towards the stage area.

* * *

The two lower tentacles pushed upwards from the ground, and lifted Octavius several feet into the air. He willed the tentacles to move him forward, and the two tentacles carried him up onto the stage towards Osborn.

Osborn stumbled backwards, and then fell down onto his backside.

"Unfortunately, you won't live long enough to regret your betrayal." Octavius hissed menacingly as he loomed over Osborn. "Tonight…you _die_."

"Not on my watch!" Peter quipped as he landed in a quirky, little position just between Osborn and Octavius.

"Out of my way, webhead!" Octavius spat vehemently at Peter. "I warned you about interfering in matters that don't concern you!"

"Please," Osborn pleaded, as he looked up at the costumed hero. "Help me!"

Peter stood up straight, and stared back at Octavius. "And you still don't seem to get the whole good guy/bad guy concept." Peter quipped, humorously.

"Nor do I want too." Octavius hissed. One of his metallic tentacles sliced through the air towards Peter, but the superhero was too quick and easily dodged the attack.

"Oops, you missed me." Peter quipped, with a slight shake of his head. "Too bad."

...TBC...


	9. A Hero Fallen

Peter dodged side-to-side multiple times as Octavius' tentacles attacked relentlessly. There was a fire that burned wildly in his eyes then, and he seemed to have forgotten, momentarily at least, about the man who now fled the scene behind the two combatants—Norman Osborn.

"Jump around all you want," Octavius snarled. "I _will_ squash you like a bug!"

Peter chuckled, as he easily dodged an overhead swing by one of Octavius' long, metallic tentacles. "You'll have to catch me first."

* * *

Osborn seized the opportunity, made available by Spider-Man's distraction, and made a mad dash off of the stage. His goal was to get as far away from the two characters battling each other at the center of it as he possibly could.

The two combatants danced together, almost rhythmically, across the large staging area. Small fires that had sprung up as a result of the Octobots' spree of terror littered the grounds around them. Octavius, at one point, began throwing random objects at Peter, and Peter had to dodge them as well as intended blows from the metallic arms that continuously surged towards him.

* * *

"Not so easy now, is it!" Octavius said, with a hideous laugh as he continued to advance towards Peter.

"You kidding? I could do this with my eyes closed." Peter quipped, as he dodged quickly to one side to avoid being hit by an oncoming piece of debris thrown by Octavius. "I mean, this is actually kind of-" He never got to finish his sentence. Octavius surprised him with an underhanded, sneak attack from the opposite within just a few seconds of Peter's original dodge maneuver.

"Ooomph." Peter grunted as the metallic extension slammed hard into his side felling him to the ground. Peter lay dazed for several seconds, but then finally began to stir once more.

A sinister sneer crossed Octavius' face as he stood over the fallen hero. "How the mighty have fallen." He said with a low chuckle.

Peter groaned as he began to pull himself up onto his knees. "That was a cheap shot." He groaned, and then gave a slight shake of his head.

* * *

Gwen had managed, with some help from a couple of security guards, to get the main entrance gates opened once again. People then began to exit as quickly as they possibly could, and in the meantime Gwen backtracked through the crowds in search of Peter.

She finally reached a clear spot, and just across the grounds she spotted Octavius looming over a dazed Peter. She panicked, worried for her boyfriend's safety, and began to search for a way to help him.

* * *

Octavius grabbed Peter by the back of his costume, with a single tentacle, and lifted him into the air.

"Whooaaa." Peter groaned as he felt himself lifted into the air.

The tentacle let go after a second or two, but before Peter could fall too far the other tentacle shot out and seized him by the throat. It held him up in midair, dangling helplessly before the strange man.

Peter struggled in Octavius' grasp, but found that the tentacle was too strong for him to break free on his own. "You know, you could make a fortune on the freak show circuit." Peter quipped, his voice strained by the pressure being exerted on his throat.

"Name calling," Octavius scoffed. "How juvenile."

"Hey, the truth hurts. That's no reason to hate." Peter remarked smartly.

Octavius pulled Peter closer to him. "I warned you to stay out of my way, webslinger. Unfortunately, you did not heed that warning, and because of you _he_ has escaped." His grip around Peter's throat tightened considerably. "Now, I _don't_ give second chances." He added.

Peter could feel himself quickly beginning to lose consciousness in the strange man's grasp. Just then, however, a large expensive looking vase smashed hard against Octavius' face and his grip around Peter's neck failed.

"Let him go!" a familiar voice shouted. It was Gwen.

Peter fell to his knees upon the ground, and immediately began to cough and sputter as he sucked in several good breaths of air.

Octavius shook off the brief daze, and then lifted his eyes toward Gwen, who had already begun to take several steps backwards. Octavius uttered a low growl at her. "You're going to regret that." He growled in a low voice.

Gwen backed away, stumbling as she went, but didn't get very far. "P-Peter," she stammered, her eyes never once leaving the looming, tentacled figure that glared down at her.

Peter shook his head again. The haze had lifted, but he was still collecting himself. Then his spider sense seemed to go completely nuts. He looked up just in time to see Octavius lifting a long, metallic tentacle into the air. Then his eyes caught sight of Gwen just several feet away.

"NO!" Peter yelled, as he scrambled to his feet. He knew what was going to happen next, and he was bound and determined to prevent it from coming to pass. "Gwen!" Peter lunged through the air, and hurled himself directly between the tentacle and Gwen.

* * *

Gwen gasped, horrified by what she saw. She watched as Peter took the full force of Octavius' attack head on. Peter was sent sprawling across the grounds into a table, which then collapsed beneath his weight. "Peter!" Gwen dashed across the grounds towards the unmoving body of her boyfriend.

She reached his side, and dropped to her knees next to him. She pushed several big pieces of debris aside, and then she pulled Peter closer, letting his head and shoulders rest against her lap.

"Peter, say something." She begged, her eyes moistened as she spoke. "Peter. Please." She continued as she quickly removed his mask. She checked for a pulse, and fortunately, she found one. He began to stir after a few seconds of being unconscious. His head moved slowly from side to side, and his eyes opened only slightly.

"G-Gwen…"

"Shhhh, don't talk." Gwen whispered soothingly. "Save your strength, you're hurt."

* * *

Across the way, Octavius stood rooted to the spot. His eyes trained on the downed hero. His whole outward demeanor seemed to change almost instantly—as if he'd suddenly regained some shred of his former sanity. His anger all but forgotten, he watched young Gwen tend to Peter in the most caring of manners.

"He's just a kid." Octavius seemed to whisper to no one in particular. "No, he's just a…a kid." His voice rose just a couple of octaves, and his tone was one that sounded upset. It was as if someone or _something_ had whispered into his ear, and tried to prod him forward.

He shook his head openly. "No, no this isn't right. We shouldn't be here!"

Gwen looked up at Octavius then, her red, moist eyes filled with anger towards the man who had harmed her boyfriend. Her utter disdain for him more than crystal clear as they stared into each other's eyes for the longest time.

Suddenly police sirens were heard overhead as dozens of patrol cars surrounded the estate. A police chopper could also be seen flying in, low, from the east.

A certain sadness fell over the strange man, and in his eyes hung a hundred long forgotten memories of the life he'd once lived. "I'm sorry…I didn't know." He whispered, as if he were right next to Gwen and Peter.

Then a spotlight from the police chopper fell across the spot where he stood, and drew his attention towards the sky. "You there! This is the police, throw down your weapons immediately!" a voice called down through a megaphone from inside the chopper.

Octavius knew he must escape. In his mind there was simply no way on earth that anyone, especially the police, would or could ever understand what he was or why.

He spun on his lower tentacles, and raced across the grounds. The chopper's spotlight followed him the whole way, even after he'd scaled the high, hedge wall and disappeared into the busy city streets beyond.

…TBC…


	10. First Stop on the Road to Recovery

_The police had stormed the gardens just shortly after their arrival on the scene, and Gwen had known she couldn't let them find Peter in the condition he was in. Her mind raced in circles, as she silently debated with herself about the best way of getting Peter out safely, and to a hospital where he could be properly taken care of._

_That's when she'd heard it. The voice that carried with it the answer to all her problems—or so she'd hoped. It was a voice that she knew all too well, and as it rang out across the grounds, barking out orders to officers as they entered through the gates, she felt as if heaven itself were offering her a helping hand.  
_

* * *

A squad car sped through the crowded intersections of Manhattan with its lights and siren on full blast. In the backseat of the car Gwen Stacy sat with an injured Peter Parker. She cradled his head in her lap, and tried to keep him as comfortable, and stable, as she possibly could.

Peter stirred in her arms. His head rolled from side to side as if he were unconsciously trying to shake himself awake. He moved his broken arm without meaning to, and the painful action caused him to scrunch up his face in silent agony.

"N-no," he mumbled pathetically. "I-I have to go back…have to stop him."

Gwen stroked his cheek, and tried to calm him so that he would not move around too much. "Sshhh." She whispered softly. "Try not to move."

"The people…" Peter mumbled. "Gwen…Please…Help me." he begged in a quiet, almost inaudible voice. A tear ran down Gwen's cheek as she sat, and listened to her boyfriend suffering in his own dream-like world.

One Lieutenant Francis 'Frank' Sanders manned the driver's seat of the squad car. Lt. Sanders was a friend of the Stacy family, and had been for years. He and Gwen's father had been partners in their early days on the force, and had remained the best of friends even after their respective promotions split them up.

Lt. Sanders peered at Gwen and Peter curiously, via the rearview mirror, and tried to make sense of what he saw. "I still can't believe it." Sanders said, as he checked on his passengers. "All this time he was a kid…we've been chasing after a kid."

Gwen didn't say a word in response. She gently stroked her boyfriend's dirty cheek, and prayed that his injuries weren't too severe. She needed him to be alright.

"And your father _knew_ about this?" Sanders continued, as he pulled the car through a red light, and around a right turn.

Gwen did reply then. She gave a slight nod in Sanders' direction. "He knew." She said somberly. She knew what Sanders was thinking then, and so wasted no time in clearing the air about Peter and the importance of his dual identity. "Mr. Sanders…no one else can know about this." Gwen said quietly, not yet looking away from her boyfriend. "My Father died believing in him, and if his friendship meant anything to you…then you have to promise to keep this a secret. Forever."

Lt. Sanders was quiet for the longest time afterward. Then he spoke at last, and his voice was soft and sincere. "George Stacy was the best partner and friend I ever had…or could ask for." He started. "If he trusted the kid, and if you trust him—then I guess that's all I need."

Gwen looked up at Sanders then, and a silent understanding passed between them in that moment. Then a thought occurred to her as she looked back down at Peter.

"We need to get him out of that costume before we reach the hospital." Lt. Sanders said. It was as if he had read Gwen's mind.

She nodded gratefully at the older man.

* * *

Later…

Aunt May rushed up to the nurse's station on the third floor at the hospital. Gwen had phoned her almost an hour before to let her know where Peter was. May Parker had seen on the news, of course, the coverage of the incident at Osborn Gardens, but she had not been prepared for the call she received about her nephew.

"Where is he!" Aunt May demanded. "My nephew, Peter. I need to see him."

The head nurse looked up from the computer she was currently absorbed into. "Peter who?" she asked, as she bit down on the piece of bubblegum she was chewing.

"Parker." Aunt May said at once, panic evident in her voice. "Peter Parker—he's my nephew. He was admitted just over two hours ago."

"Its okay, Berta. I'll take this one." A voice said from just off to the right of the nurse's station.

A kind looking nurse with light brown hair approached her from just down the hall to the right. She extended a hand to the frantic woman, and smiled reassuringly. "Hi, I'm Lauren. You must be May Parker." The woman said sweetly.

Aunt May took the woman's hand and shook it unconsciously. "Yes, I am. But-"

The woman motioned for Aunt May to follow her in the direction she'd just come from. Aunt May did as the nurse asked, and followed.

"We've taken good care of your nephew, Mrs. Parker." The kind nurse reassured Aunt May as they walked down the long hallway.

"I-Is he…is he alright?" Aunt May asked, worriedly.

"He's banged up pretty good, but he should be back on his feet in no time." The nurse replied with a sweet smile.

"How bad is it?" Aunt May asked next, as she shifted her purse from one arm to the other. The thought of Peter being injured in anyway was almost too scary for her to even think about.

"He broke his left arm, and cracked a few ribs. Our biggest concern is the mild concussion he suffered." The nurse replied softly, with a soothing sort of smile. "He also has a few minor cuts and bruises, but those are nothing to worry about." She added.

"Can I see him?" Aunt May asked. "Please, he's all I've got."

The kind nurse smiled, and gave a soft chuckle. "Of course."

"Thank you." Aunt May replied gratefully.

"You should be proud of your nephew. What he did was very brave." The nurse told Aunt May a few moments later. "The officer that brought him in said he protected the young woman he was with."

Aunt May only nodded in response.

They finally reached their destination, and the kind nurse showed Aunt May into the room where Peter was fast asleep. Aunt May stepped into the room, and the nurse stayed near the door.

* * *

Peter was sound asleep in the hospital bed he'd been parked in. There were several wires, and small tubes running from multiple points on his body to machines that monitored the functions of his most important organs.

Gwen had taken up residence in a chair on the far side of Peter's bed. Her hand rested on the covers next to his, and her eyes were fixed upon the steady rise and fall of his chest.

Aunt May stood just inside the door for a moment surveyed the scene silently. Then she stepped forward, and made her presence known to the younger girl. "Gwen," Aunt May said quietly. "Gwen, dear."

Gwen looked up at Peter's Aunt, and smiled a tiny, exhausted smile. "Hey Mrs. Parker." She greeted the older woman sweetly. "I couldn't just leave him." She added, as she shifted her eyes back to her boyfriend. "Not after everything that-"

Aunt May nodded, and gave an understanding smile. "I know dear. I know." She said in a soft voice. "I appreciate you staying with him."

Gwen nodded. "Thank you, but I wanted to. I…I…L-"

Aunt May had moved around to Gwen's side, and had gently placed a hand on the younger girl's shoulder. It was a gesture of understanding and comfort. "I understand." She said quietly.

…TBC…


	11. A Shadow Waiting in Darkness

**Author's Note: Okay you guys, this is gonna sort of be a weird chapter. Weird, but necessary. In it I have hidden a few easter eggs, so to speak, and I challenge you to pick them out as you read through. Happy Reading!**

"Read pages 214 through 224 in your textbooks tonight, and be ready to discuss _in class_ tomorrow." Mr. McGregor told his students. He had to speak loud in order to be heard over the chaotic noise that followed the final bell.

Students filed quickly out of the classroom and into the already over-crowded hallway beyond. Gwen Stacy was among the first few to exit the room. For once she was actually glad to be out of school for the day.

Usually, Gwen enjoyed sitting through Mr. McGregor's Intro to Psychology course, but not today. She couldn't stop thinking about Peter, and the injuries he was still recovering from. She knew that he was currently back at his own house, having finally been released from the hospital, and that tonight he would be all alone while his Aunt May was at work.

She made a quick stop by her locker, and then made her way out of the building and down the street to the bus stop. As she walked the block and a half from the schoolyard to the bus stop, she used her cell phone to send Peter a text.

**Peter. I'm cming ovr, almost at bs stp. Be ther in 20. Gwen**

* * *

_Darkness. Overwhelming, engulfing darkness. No where to go, no where to run. It was everywhere. Peter felt the ever-pressing, black nothingness close in around him. It was suffocating, and threatened to end him._

"_No! No, stop! Nooooo!" Peter screamed blindly._

_Then there was light. Illuminating, pale light that seemed to pour in from everywhere. __eHe _ _It was both comforting, and unsettling to him. "Where am I? What's going on?"_

_He could hear sounds. They were familiar sounds, like voices, that belonged to faces masked by fog. He knew what they were, and yet he could not, for the life of him, make any sense of them whatsoever._

"_I'm terribly sorry for your loss. If there's anything we can do…please, let us know."_

_A heavy weight tugged at Peter's heart, and made it extremely hard for him to breathe. He tried to understand the reason for the sudden agonizing pain that twisted his insides so wretchedly tight._

"_Why-Why did this happen? Haven't I suffered enough?"_

_The sounds grew louder until they seemed almost thunderous in his ears, and became too unbearable to tolerate. "What do you want from me!"_

"…_Promise me…You'll leave Gwen out of it…"_

_Peter snapped to attention. All of the other voices seemed to fade out at once. "Captain Stacy, sir?"_

_A dreary, overcast sky loomed overhead, and threatened to rain down mercilessly upon his head. The voices were clearer than they had been before, and Peter could finally see where he was._

_He was in a cemetery, and he recognized most of the people that stood around him. He noticed that, while everyone else was dressed appropriately for a funeral, he was not. He was dressed in his grungy, old street clothes. A strange thing, indeed._

_He spotted his Aunt May just across the way. She was talking with Gwen's Mother, who seemed inconsolable at the moment. He decided to approach them._

"_Why-Why did this happen? Haven't I suffered enough?" Mrs. Stacy sobbed._

"_I'm terribly sorry for your loss. If there's anything we can do…please, let us know." Aunt May replied, as she gently rubbed the grieving woman's trembling hands in her own. "She was such a sweet girl. She will be missed." _

_Peter stopped just feet from where Aunt May and Mrs. Stacy stood. The words he'd just heard seemed to paralyze him with such dread, as he could not accurately describe with words._

_He had thought this was all about Captain Stacy—could he have been wrong? Was it possible they were talking about Gwen? No, no it couldn't be._

"_Excuse me," Peter said, and he had to swallow a lump that formed in his throat. "I couldn't help overhear…has something happened to Gw-?"_

_The two women turned to face Peter, and almost immediately Gwen's Mother loses it. Her eyes are dark, and menacing as she glares crossly at Peter._

"_Peter?" Aunt May said, almost in surprise at the sight of her nephew._

"_You!" Mrs. Stacy roared angrily. "You! This-This is all your fault! You did this!" the angry, grieving woman marched towards Peter as she spoke._

"_Mrs. Stacy, I-" _

"_We trusted you. _She_ trusted you!" Mrs. Stacy continued. "And for what! Look where it got her!"_

_Peter stumbled backwards, away from Mrs. Stacy, and wound up bumping into someone standing behind him. He spun around at once to apologize, and froze._

"_S-Sorry, I didn't mean t-" Peter stared, wide-eyed, at the beautiful blond. "Gwen!" He was no longer in the cemetery, but instead stood high atop a stone tower which overlooked a churning, body of water below._

_Her face was twisted up into a look of panic and fear. "Peter," Her voice shook as she spoke, and she shifted nervously as if something were after her. "He's after me."_

"_Gwen, I don't understand. What's going on?" Peter asked._

"_Please, don't let him get me…not again." Gwen begged. "Last time was an accident. I know you didn't mean for it to happen…you couldn't have." She rambled on uncontrollably as tears streaked down her delicate cheeks._

"_Gwen, you're safe. You're safe okay. It's gonna be alright, I promise." Peter said, as he gently cupped her left cheek with his hand._

_A look of horror passed over Gwen's face then, and she pulled back away from Peter's grasp. "No. No. I don't believe you." She said, as she shook her head fearfully._

"_Why not…Gwen please-"_

"_No, stay away." Gwen cried. A shadow appeared behind her as she backed away, and it seemed to loom ominously up over her slender figure._

_Peter noticed the shadow, and a sudden surge of fear and adrenaline pumped through him like a bolt of lightning from the sky. He had to act, and fast. "Gwen, behind you!" Before he could move to help her, though, it was too late._

_Gwen tried to turn around. "Wha…Uunngh." Her eyes clamped shut as pain shot all through her body in just the blink of an eye. She fell forward as every ounce of strength seemed to leave her body all at once._

_Peter rushed forward, and caught the falling Gwen in his arms. "I've got you!" He gently lowered the two of them to the ground, and held her carefully cross his lap. "Gwen…Gwen,"_

_Gwen let go of a tired sniffle, but didn't open her eyes to look up at him. "I thought…I thought you loved me." She whispered quietly, and then there was silence._

"_What…I-I do. Gwen. Gwen!" He gave her body a light shake, but nothing happened. "No. No, no, no, no, no." he cried as he checked for a pulse. "Gwen, no. Don't do this to me—Don't-"_

_A wicked laugh reached Peter's ears, and he looked up instantly and saw the shadowy figure staring down at him. The shadow almost seemed to sneer at him._

_Anger filled Peter's eyes as he glared back at the shadow. "You!" Peter roared angrily, and the next thing he knew he was standing once more, clad in his blue and red Spider suit, ready to challenge the evil shadow. "Murderer!"_

"_She's dead! She's dead, and you killed her!" Peter thundered, as his whole body seemed to seethe with blistering rage._

"_No…not me." The shadow hissed in an unmistakable mocking tone. "But I know who…I can show you."_

_Peter lunged forward, and grabbed the shadow. He reached up then, and grabbed for the shadow's head as if it were wearing a mask of some sort. "Just who the hell are you!" Peter demanded, as he yanked upward on the shadow's mask._

_Everything was white again, and Peter found himself standing in front of a tall mirror. His face had nicks and scrapes all over it, and his hair was soaked with sweat and matted to his head. He noticed that he now held his own mask in his right hand, and when he looked up he found himself staring at a grinning reflection of himself in the mirror._

"_I-I don't understand." Peter stammered, unable to process what he was seeing in front of him._

_His reflection gave an evil chuckle as it stared right back at him. "Oh, come now." It hissed with a thin smirk. "Its not that difficult. You wanted to know my identity."_

_Peter shook his head from side to side, as a dark realization settled over him. "No, no." Peter said, as he shook his head in frustration. "No."_

"_Yeessss." The reflection hissed delightedly. "I'm _You_."_

_Peter clenched his fists angrily. "No, I would never-" he started._

_The reflection laughed at Peter's agony and frustration. "You…killed…Gw-"_

_Peter slammed his fist hard, and without warning, into the mirror. "Nooooooo!" He roared out of desperation and sorrow. The mirror shattered into millions of tiny pieces before him._

…_Peter….Peter…..Peter…Peter….  
_

* * *

Gwen shook Peter gently. "Peter…Peter, wake up."

Peter was tossing gently in his bed where he'd fallen asleep earlier. Even in his sleep, his face was contorted into a look of agony. "Gw-Gwen….Gwen, no…..I'm sorry. Gwen!"

"Peter!" Gwen gave her boyfriend one last hard shake, and it did the trick.

Peter opened his eyes, and then sat bolt upright in bed. He soon wished that he hadn't moved at all, as every sore muscle in his body suddenly screamed in unison. "Oouuch." Peter groaned.

"Sorry." Gwen apologized. She reached for the medicine bottle on the nearby nightstand. She unscrewed the lid, and tapped out one whole pill into the palm of her hand. "Here, this'll help the pain. It's past time for your next dose anyway."

"Gwen," Peter said, as he blinked the sleep away from his eyes. "What are you…doing here?" he asked, still somewhat groggy, as he accepted the pain pill from the blonde.

Gwen shook her head as she replaced the medicine bottle, and then picked up the glass and pitcher next to it. "Of course you didn't get my text…you were asleep." She said, more to herself than to Peter.

…TBC…


End file.
